One Person Company: Everything You Wanted To Know

One person company is a new concept in India which has been introduced by the companies act 2013. In the old Companies act 1956 a minimum of two directors and shareholders were required to form a private limited company. However in case of a One person company, only 1 person is required who can be a shareholder as well as the Director. Hence the name, One Person Company.

The concept opens up spectacular possibilities for sole proprietors and entrepreneur who can take the the advantages of Limited liability and corporatization but were held back in doing so because of the requirements of finding a second director or second shareholder.

A small note on what is meant by limited liability

The biggest difference between a sole proprietor and a One Person Company would be that in case of a One Person Company, your liability in case the business fails, is limited to only the business assets. In case of a proprietorship, the liability is unlimited and the creditors of your business can even take hold of your home and personal assets like your house, personal bank accounts, jewellery etc which can be used to settle the business liabilities.

Concepts Behind One Person Company

1. One share holder:

This is the fundamental concept of a One Person Company. In fact, One Person Company is defined in the Companies Act as a Company which has only one member. A single shareholder holds 100 percent shareholding.

The thing to be kept in mind is that the Company Incorporation Rules provide that only a natural person who is a resident of india and also a citizen of india can form a one person company. It means that other legal entities like companies or societies or other corporate entities cannot form a one person company.

Further it also means that Non resident Indians or Foreign citizens can not form a One person company. Further the rules also specify that a person can be a shareholder in only one one person company at any given time. It simply means an individual cannot have two different one person companies in his name.

2. One Director

The other important point is that a One Person Company may have only one director. But at the same time there is no bar on more number of directors. However, as per the Act, the total number of directors shall not be more than 15.

As per the Companies Act, if nothing is mentioned in the incorporation document, it would be assumed the sole shareholder shall also be the sole director in the one person company and which shall be practically the case in most One Person Companies incorporated.

3. Nominee

This is a very important concept where the person forming the One Person Company has to nominate a Nominee with his written consent who, in the event of death or inability to contract of the owner of the One Person Company, shall come forward and take over the reins of the one person company.

Please note that the requirements of being a resident Indian and citizen of India also apply to the nominee. Further if the person so nominated becomes the member of such a One Person Company and is already a member of another One Person Company, at the same time, by virtue of rules has to decide within 6 months which one person company he has to continue. One more thing, the member can change the nominee at any point of time.

On the death of the sole member, the nominee shall be the person recognized by the company as having title to all the shares of the member. Such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable.

On becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company

4. Taxation

Since nothing has been specified as such by the finance ministry, it is assumed that the rates of taxation applicable for a private limited company shall apply to a One Person Company. Net profits, which are calculated by deducting all allowable expenses from the turnover of sales, shall be taxable at the rate of 30 percentage + education cess.

5. Freedom from compliance

One Person Company also gets freedom from complying with many requirements as normally applicable to other private limited Companies. Certain sections like Section 96, 98 and sections 100 to 111 are not applicable for a One Person Company. Some of these are mentioned below:

-  No requirement to hold annual or extra ordinary general meetings. Only the resolution shall be communicated by the member of the company and entered in the minutes book and signed and dated by the member and such date shall be deemed to be the date of meeting.

- For the purposes of holding board meetings, in case of a OPC which has only One director, it shall be sufficient compliance if all resolutions required to be passed by such a company at a board meeting are entered in a minute book – signed and dated by the member and such date shall be deemed to have the date of the board meeting for all the purposes under Companies Act, 2013.

- No requirement of preparing cash Flow in the annual financial statements

- Annual returns can be signed by the Director himself instead of A Company Secretary

6. Related Party Transactions

Where One Person Company enters into a contract with the sole owner of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract.

Further, the company shall inform the Registrar about every contract entered into by the company and recorded in the minutes of the meeting of its Board of Directors under sub-section (1) within a period of fifteen days of the date of approval by the Board.

This clause shall be very much in vogue since the business of the One Person Company may use many assets of the owner and may pay compensation for that. Examples may be rent paid for using property or machinery or Furniture owned by the Owner. It may pay interest on loans taken from the owner. It may pay salaries to the Owner. All these contracts are covered under the section.

7. Process of Incorporation:

The process of incorporation of a one person company is a very simple one.

First the sole shareholder shall get a Director Identification Number (DIN) as well as a digital signature certificate.

Then he should apply for the name of the company

After that he should get the consent of the nominee in the prescribed forms.

Then he shall file the consent along with the final incorporation forms with the Memorandum and Articles and other required documents

After that he shall receive the final incorporation certificate from the register of companies. Now he can commence business under the name.

Please note that that the words ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

8. Conversion from one person company to private limited and vice versa

It is provided in the Act that when a One Person Company reaches a paid up Capital of 50 lakh rupees or more or when the average turnover of the company which is Rs. 2 Crores or more for a period of 3 years, then the company shall be converted into a private limited company after making the necessary changes in the memorandum of association and articles of association and shall comply with all the requirements of a private limited company.

Conversion of a private limited company into a one person company- A private limited company which does not have a paid up capital of more than Rs. 50 lakhs or where the average annual turnover for the past 3 years is less than Rs. 2 Crores can convert itself into a One Person Company and enjoy the benefits as such.

Conclusion:

This is a concept that is expected to give big impetus to Corporatization in the country. The only care to be taken is that there should be no regulatory mess ups like the ones which hampered the growth of Limited Liability Partnerships in this country. Otherwise the rules framed so far with respect to One Person Company have been very sensible.

Disclaimer: The author CA. Bhavesh Savla is a practicing Chartered Accountant based at Mumbai. Please contact him at bhavesh@cabks.in or visit www.cabks.in in case of any further queries about One Person Company. Please note that this write-up is intended to give a general overview and under no circumstances, can be taken as actionable professional advice. While all due care has been taken to provide accurate information, readers are expected to take further professional advice before acting on a OPC. No liability rests or exists or is created against the author for any action taken by anyone on the basis of this article.

Why Samsung Can’t Take A Break (Even Though It Is On Top)!

Samsung is right now the largest mobile company in the world. It is on top in many countries including India. Also, this is just one part of the whole picture. The company makes almost everything electronic including laptops, cameras, TVs, ACs, Fridge, Washing Machine etc. In fact, I suppose we should go the other way. The only things that Samsung doesn’t make are gaming systems. I can’t think of anything else right now.

Looking at the picture, it is easy to say that Samsung can relax a bit. It is on top by a good margin in smartphone arena. Recently, Sony took to second spot in India after Samsung. However, that meant Samsung’s near 40% share to less than 10% for Sony. In other words, there is no competition between the first and second.

Other than that, its Galaxy S series and Note series are runaway hits. The phones are successful before they are launched and while people might groan and whine about S series a bit, the Note series has captured the hearts of anyone interested in a phablet. Heck! The company created the segment by the first Note. The S4 was similarly priced to iPhone (so is the new S5 to new iPhone 5S) and yet Samsung sold more of these phones than Apple sold iPhone.

In other words, Samsung is having a perfect run. However, I would like to cite a few reasons why despite this, Samsung is in no better situation (in terms of success security) than the companies it is winning against.

1. David vs. Goliath:

People root for the underdog. It’s a fact and a strong rooted human nature. I have seen myself sometimes rooting for a country like Netherland against India in a no result game and I am pretty sure I may not be the only one. Similarly, Samsung has now reached from David to Goliath proportions. In the beginning they were either smaller than Nokia or Apple. However, such in not the case anymore and people can’t help but feel a little negative about Samsung.

2. Screen war is finished:

Samsung gave people the big screen phones. When Apple would not budge from 3.5”, Samsung already had 5” screens at hand to anyone interested. Right now, Samsung has screen from 3.5” to 5.5” in phones and everything in between that is possible. Unfortunately, there is not much to offer anymore. As I mentioned in an article before,making 6” phone is useless and counterproductive even for a phablet. This means Samsung has to create new value for its phones. What will its next flagship offer?

3. Local companies:

Micromax, Karbonn, Lava etc. are gaining respect. Gone are the days when you would cringe at hearing the name of such a company. The products are now classy and even have found a Rs. 15k+ spot. They are stabbing at Samsung’s knees by trying to capture the sub-20K region.

4. Innovation by others:

In my opinion, if OS update is not a priority for you, Sony creates the best phones in the market. Especially its Xperia Z series is phenomenal. They give something by default that I have strongly believed should have been in every phone – Water and Dust resistance. And without compromising on looks at all.

HTC are constantly trying to find space in the Android world and with Ultra pixel and Beat music are not behind in creating great phones. Xiaomi is focused on creating user experience and has even hired a Google expert (Hugo Barra) for its international growth and they are soon expected to make entry in India. Gionee is another company who seem to be taking giant strides in past year or so!

5. Android doesn’t need Samsung:

There was a time when the two were synonymous to each other. They still are in a lot of ways. Samsung is the biggest champion of Android (whether it wants to be or not is a different matter). However, Android no longer will be affected adversely by Samsung’s sudden demise. People have invested so much in the OS now (from buying apps to selling apps) that no one is going to turn their back on Android even if Samsung suddenly decides to change the whole platform to Tizen or stops selling phones at all. They will simply switch the phone and not even 10 minutes will have passed that their all data will be on the new phone.

What are your views on this? Has Samsung won for good or can it see a downfall like Nokia or Blackberry? Will that downfall accompany Android as well?

Google Launches Visual “Know Your Candidates Tool”

Few days back, Google’s Election hub got a major facelift with launch of new features like Pledge to Vote, Google Score of Politicians and Hangouts. Today Google announced yet another feature that would be quite helpful to millions of online Indians.

The new feature called “Know Your Candidates Tool” will help users to visually find any Lok Sabha constituency on the map and then check out all candidates that are in the fray. This new tool will allow you to get easy access to relevant information about political candidates contesting from your constituency and the incumbent Member of Parliament.

It provides information like Age and education of the candidate, what is the attendance of incumbent candidate along with debates they have participated in and number of questions asked in the Parliament.

The tool will also provide other valuable information like their financial declaration and social media presence if any. The tool also integrates YouTube candidate bios being produced by Ping Network.

The tool offers visual representation on the map, so one can easily identify which seats have gone to which party.

Google has aggregated information of various political candidates from publicly available information sourced from Indian organizations such as Association for Democratic Reforms (ADR), PRS Legislative Research and Liberty Institute India.

It’s interesting how much information is available in regards to election this time around on the internet. Never in the history of India was so much information available about elections, so easily.

I am sure with the kind of buzz and coverage these elections are getting, the voting percentages are expected to be much higher than ever before! What do you think?

Biotech Powered Device Can Charge Your Mobile Phone In 30 Seconds

The next battleground of innovation in technology is batteries. Any electronic gadget needs power to run itself, and batteries carry that power. We have seen some spell-binding innovations and advancement in hardware & software aspects of gadgets, (better memory, faster device, sharp images etc) but very few innovations in battery power.

Few months back it was being debated whether larger smartphone battery is the new answer to this problem?Debates and talks about improving battery capabilities of gadgets is going on, without much progress.

But now, an Israel based startup: Store-Dot.com has introduced a new device which can fully charge a smartphone in 30 seconds.

Here is the live video demonstration:

As per initial reports, this startup has already received $6.25 million funding from companies such as Samsung.

This device was inaugurated at Microsoft Think Next event in Tel Aviv this week. Interestingly, this device came out after researchers were working on Alzheimer’s disease at Tel Aviv University. That research found out more about peptides (amino acids) that are now being put to work in StoreDot’s bio-organic battery.

The technology behind this device is based on Quantum Dot; which is a nanocrystal made of semi-conductors materials.

StoreDot’s CEO and founder Dr Doron Myersdorf said, “When the self-assembly process of these molecules can be managed, we can create nano-crystals,” says Myersdorf, discussing how the technology works. ”We were able to take the same peptides that participate in biological processes in our body and to create nano-crystals — these are stable, robust spheres.”

Explaining the structure of these nanodots, he said, “The diameter of these sphere is 2.1 nanometer. Very, very tiny. And these can be used, because they have special properties and they are robust, in a semi-conductor device or in a battery or in a display. We are talking about new type of materials that can be introduced into different types of devices.”

It is being speculated that a working prototype would be released in the market by 2016. There are two main challenges which are being faced right now: a) How to shrink the size of the device so that it can be easily embedded with any smartphone and b) How to bring it’s cost down.

The next two to three years would be really interesting as once fully commercially developed, this device and the technology used can literally transform the electronics industry.

What do you think?

Amazon.in Adds Toys, Baby Products & Personal Care Appliances To Their Ever-Growing Catalogue

Amazon’s Indian marketplace catalogue seems to be growing at rapid speed. They have now added 2 new categories Personal Care Appliances and Toys & baby products. With this they now have total of 9 top level categories which include Books, Kindle Store, Movies & TV shows, Computers & Accessories, Cameras & Photography and Portal Media players.

Amazon was launched in India in June with just 2 categories – Books and Movies/TV. But their catalogue hasgrown rapidly over last 3 months. It is expected that they will also launch fashion & Apparels category shortly!

Coming back to the new categories, Personal Care appliances has over 1200 products distributed in 2 main sections, health care devices and Personal care appliances. The Toys section has over 7000 toys and games listed whereas the baby products section has over 3000 items listed.

With these new category additions, the amazon store offering has increased by over 12000 products.

Amazon’s entry into India is a significant step forward for India’s online commerce space. Not only does Amazon have very competitive rates, currently they are also offering free delivery of products to customers buying from their store.

According to ComScore’s June report, Amazon had attracted 4th highest traffic among all e-commerce sites in India. I would not be surprised if Amazon beats Myntra and Flipkart traffic by end of this quarter. Even back in June the difference between traffic between Amazon and Myntra was around 1.2 million (13.1 mln of Myntra compared to 11.9 mln for Amazon)

Flipkart, who have been ruling Indian e-commerce space for past few years have been wary of Amazon’s entry into India. They increased their affiliate commission rates in July to match that of Amazon, so that they do not loose affiliate partners, who are one of the important channels for product sales.

The rise of Amazon in India has created healthy competition amongst Indian e-commerce sites thereby indirectly benefitting Indian consumers by way of competitive prices of products and better customer service.

There is no doubt, Amazon is living upto it’s name in India.

ICICI Bank Launches Carbon, A LCD Screen Based Credit Card For Secure Online Transactions

Security is one of the most important aspects to carry out any financial transactions online. Customers are wary of the using their credit cards online as incidents of credit card details falling in wrong hands are quite frequent.

Even though Indian ecommerce sites as well as banks have vastly improved their security when it comes to executing online transactions, there are still high number of fraud transactions getting reported.

To overcome this, ICICI Bank has launched a next generation fully secure credit card called ICICI Bank Carbon that promises to be one of the most secure ways of using credit card online.

ICICI bank has tied up with Visa to integrate their Codesure technology in their credit cards. Codesure is basically a technology that is designed to add security for consumers in Card Not Present (CNP) purchasing environments like in the case of online purchases.

ICICI Bank Carbon is Asia’s first credit card powered by Visa CodeSure, which along with EMV chip technology, makes the card one of the safest for any usage, especially for online shopping.

How ICICI Carbon Works?

In order to use this card, the Carbon Card member initially needs to generate a CodeSure PIN on the ICICI Bank website prior to using the card. This is a one-time activity.

Using this CodeSure PIN, the card member can instantly generate a one-time-passcode (OTP) on the credit card plastic itself. The display panel on the back of the card then shows this one time password which can be used to authenticate online transactions.

This means that the card is secure, even if somebody has fraudulently accessed the card number, as no online transactions can be carried out without the CodeSure PIN and OTP. Also, even if the customer loses the physical card, it cannot be used for online transaction without the CodeSure PIN which is exclusive to the customer.

These kind of CodeSure technology based cards are quite popular in Europe, and given the fact that they are ideal for online purchases, they might find number of takers in India where online shopping is catching up quite fast.

The ICICI Bank Carbon will be offered to select ICICI Bank Credit Card members only. It is available at an inaugural one-time fee of Rs. 1,000 plus applicable service tax. If you are interested in getting ICICI Carbon, contact ICICI Bank’s 24 hour customer care for more details.

Would you go for it?

[press release]

Official IRCTC App Comes Exclusively to Windows 8 Devices

This seems to be a major catch for Windows 8 App ecosystem in India. Microsoft and IRCTC have jointly launched exclusive Windows 8 App that will run on Windows smartphones, Tablets as well as Windows 8 based PCs.

It is interesting to note that press release sent to us says “The app has been made available exclusively for Windows devices”. I am not sure if it means that IRCTC app will be available for windows devices only and may not be ported as Android or iOs apps.

Talking about the app itself – the official Windows IRCTC app looks really good. While there are no details as to whether IRCTC in-house team built it or whether Microsoft had their people develop it for IRCTC. But who ever has built it, has done quite a good job of it. Here are some screenshots that will give you an idea of how good the app looks as compared to the drab web interface of IRCTC.

Talking about the features of the IRCTC app, it does everything that a traveler will need from Finding the trains, booking the tickets to checking their PNR status. Essentially, this rich and immersive app performs all the tasks already available on the IRCTC web site.

IRCTC Windows App Features

Here is what the app will allow travelers to do:

• Make train enquiries
• Plan your travel
• Make railway reservations
• Check PNR status
• Check booking/cancellation history
• Check ticket availability
• Store and retrieve frequent traveler info
• Live Notifications
• Check recent history of your travels

The app is built on Windows Azure platform for all the intermediately services between the app and IRCTC framework.

Though Windows 8 smartphones and tablets do not have much penetration, this app would be extremely appealing to Windows 8 PC users (like yours truly). We downloaded the app and tried it and it was quite fast unlike IRCTC’s own web platform.

I would highly recommend all Windows users to download this app. Once you see the app and book the tickets through it, I am 100 percent sure you will never go back to IRCTC web portal.

Kudos to Microsoft and IRCTC for making our lives easier when it comes to booking train tickets!

• Download IRCTC App for Windows 8 PC
• Download IRCTC App for Windows 8 Smartphone and Tablets